HTML Preview Sample Business Lease Termination Letter page number 1.
COLUMBIA RIVERKEEPER
111 Third Street
Hood River, OR 97031
phone
541.387.3030
www.columbiariverkeeper.org
April 5, 2016
Port of Vancouver USA
Board of Commissioners
3103 N.W. Lower River Rd.
Vancouver, WA 98660
Re: The Port of Vancouver Must Act Before August 1 to Opt Out of the Oil Terminal Lease
Dear Commissioners Wolfe, LaBrant, and Oliver:
Prior to August 1, 2016, the Port of Vancouver (“Port”) has a critical, time-sensitive
opportunity—that it wisely negotiated for—to end the lease for the Vancouver Energy Distribution
Terminal (“Tesoro Savage Project”). If the Port takes no action before August 1, the lease automatically
becomes binding. The Port negotiated the ability to terminate the lease to prevent a non-productive
project from tying up Port property. The Port has an opportunity to avoid Tesoro Savage’s project, but
the Port must act before August 1. I’ve attached a Question and Answer document discussing the lease
terms.
The lease gives Tesoro Savage until August 1, 2016,
1
to obtain “all necessary licenses, permits
and approvals” for the proposed oil terminal.
2
Because EFSEC’s hearings about the oil terminal will last
until July 29,
3
Tesoro Savage cannot obtain EFSEC approval by August 1. Given that it is clear that
Tesoro Savage will not have necessary permits by August 1, the lease gives the Port the ability to opt out
now.
4
But if the Port does nothing, the lease becomes fully binding on August 1.
5
As a matter of public policy and economic savvy, it was smart for the Port to add an “early
termination” clause in the lease with Tesoro Savage. Because Tesoro Savage failed to obtain needed
permits within three years, the Port can now reconsider the future use of its property. A lot has changed
since 2013 when the Port signed the lease. Community opposition to Tesoro Savage from businesses,
labor, and elected officials has grown to unprecedented levels. Oil trains have exploded more than a
1
August 1, 2016, is the “Conditions Precedent Outside Date” (see Lease Exhibit E)—the date by which Tesoro-
Savage must meet all Conditions Precedent—because it is thirty-six months after the Lease’s “Effective Date” of
August 1, 2013 (see Lease ¶ 1.A).
2
Lease ¶ 2.D(1).
3
EFSEC Adjudication No. 15-001, Order Summarizing Issues and Setting Hearing Dates, p.11 (February 3, 2016).
4
Lease ¶ 1.C (“If . . . the Conditions Precedent set forth in Paragraph 2.D has not been satisfied or waived on or
before [August 1, 2016], either Lessor or Lessee may terminate this lease . . . without further cost or obligation . .
.”); also cf. Rush, Freewill, Permanent Waves (1980) (“If you choose not to decide, you still have made a choice.”).
5
!Lease ¶ 2.D (“If neither Party provides the other Party with a termination notice on or before the Conditions
Precedent Outside Date, the Conditions Precedent shall then be deemed satisfied.”).
!